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Aug 6th, 2022
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How to Finish result in the Tag-Along Agreement

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hi im matt crowley this particular webinar is going to be on tag along and dragged along rights this will be a short one but it will be pretty important so for shareholders that are entering it either a buy sell agreement or perhaps an investor rights agreement or just an agreement among their co-founders on how theyre going to treat each other its important to consider how to handle situations where youre either in the minority or youre in the majority in terms of the number of shares you have when you think about the exit so when Ive talked about the exit Im not thinking about the companies going public Im thinking about someone acquiring your company most of the time the acquire is going to buy the assets of your company thats the reality but in the event that you managed to sell you the company and the buyer wants to buy the stock or the membership interests whatever form of equity you have if Im a shareholder in your company and I only own a third of the shares one of t

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Tag-along rights also referred to as co-sale rights, are contractual obligations used to protect a minority shareholder, usually in a venture capital deal. If a majority shareholder sells his stake, it gives the minority shareholder the right to join the transaction and sell their minority stake in the company.
The phrase Tag Along means to follow along after someone; to go along with someone. Example of Use: The family dog tagged along after the children wherever they went.
Understanding Tag-Along Rights Tag-along rights are pre-negotiated rights that a minority shareholder includes in their initial issuance of a companys stock. These rights allow a minority shareholder to sell their share if a majority shareholder is negotiating a sale for their stake.
If a shareholder wishes to dispose of shares that are the subject of a co-sale or tag along right, the other shareholders who benefit from the right can insist that the potential purchaser agrees to purchase an equivalent percentage of their shares, at the same price and under the same terms and conditions.
Co-sale rights? Co-sale rights are similar to tag along rights, but applies when a majority shareholder is selling only a proportion of its shares. The sale is made conditional on an offer being made to minority shareholders to sell the same proportion of their shares.
While Tag Along rights protect the minority shareholder, Drag Along rights are intended to favour the majority shareholder in the event of a exit opportunity.
For example, if you own 10% of the companys shares and you have a tag along right, you would be given the opportunity to sell 10% of the total parcel of shares that are being sold. This type of clause would typically result in shareholders selling some of their shares, but none of them being able to sell all of them.
Key takeaways Drag-along rights and tag-along rights are important forms of investment realisation in a shareholders agreement. Drag-along rights favour the majority shareholder while tag-along rights are more beneficial to the minority shareholder.

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